Common use of Co-Sale Closing Clause in Contracts

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the sale contemplated by the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty sixty (3060) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. The Transferring Stockholder shall assign to each participating Investor, so much of its interest in the agreement of sale as such Investor is entitled and each such Investor shall assume, and hold the Transferring Stockholder harmless from, the obligations under the agreement of sale with respect to the portion so assigned. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Management Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) 30 calendar days after the end of the Co-Sale Election Period and (ii) five days following the satisfaction of any date on which all governmental approval or filing requirements, if anyrequirements relating to the sale of any of the Shares are satisfied. Each participating Investor may effect its participation consummate the sale of Shares in any Transaction Offer hereunder by delivery delivering to the Buyer, or to the Transferring Restricted Management Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect theretoin the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Restricted Management Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder Transferor shall promptly notify each participating Investor Stockholder of the number of Shares held by such Investor Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty sixty (3060) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Stockholder may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder Transferor for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Stockholder that portion of the sale proceeds to which the participating Investor Stockholder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder Transferor unless the Buyer simultaneously purchases from the participating Investors Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder Member shall promptly notify each participating Investor Offeree Member of the number of Vested Shares held by such Investor Offeree Member that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Member may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder Member for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Vested Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Member that portion of the sale proceeds to which the participating Investor Member is entitled by reason of its participation with respect thereto. No Vested Shares may be purchased by the Buyer from the Transferring Restricted Stockholder Member unless the Buyer simultaneously purchases from the participating Investors Members all of the Vested Shares that they have elected to sell pursuant to this Section 3.49.3.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder Transferor shall promptly notify each participating Investor Stockholder of the number of Shares held by such Investor Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Stockholder may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder Transferor for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Stockholder that portion of the sale proceeds to which the participating Investor Stockholder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder Transferor unless the Buyer simultaneously purchases from the participating Investors Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder Founder shall promptly notify each participating Investor Preferred Holder of the number of Holder Shares held by such Investor Preferred Holder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Preferred Holder may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder Founder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Holder Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Preferred Holder that portion of the sale proceeds to which the participating Investor Preferred Holder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder Founder unless the Buyer simultaneously purchases from the participating Investors Preferred Holders all of the Holder Shares that they have elected to sell pursuant to this Section 3.43.3.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) 30 calendar days after the end of the Co-Sale Election Period and (ii) five days following the satisfaction of any date on which all governmental approval or filing requirements, if anyrequirements relating to the sale of any of the Shares are satisfied. Each participating Investor may effect its participation consummate the sale of Shares in any Transaction Offer hereunder by delivery delivering to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect theretoin the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder Founder shall promptly notify each participating Investor Purchaser of the number of Purchaser Shares held by such Investor Purchaser that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Purchaser may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder Founder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Purchaser Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Purchaser that portion of the sale proceeds to which the participating Investor Purchaser is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder Founder unless the Buyer simultaneously purchases from the participating Investors Purchasers all of the Purchaser Shares that they have elected to sell pursuant to this Section 3.43.3.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.43.5.

Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Restricted Stockholder shall promptly notify each participating Investor Offeree Stockholder of the number of Shares held by such Investor Offeree Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each participating Investor Stockholder may effect its participation in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Restricted Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Investor Stockholder that portion of the sale proceeds to which the participating Investor Stockholder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring Restricted Stockholder unless the Buyer simultaneously purchases from the participating Investors Stockholders all of the Shares that they have elected to sell pursuant to this Section 3.43.04.